Terms of use

These General Terms and Conditions (the "Terms") govern the provision of access to the ESG Point software platform operated by Sustainables s.r.o., Company ID No. 09163328, with its registered office at Svatošových 1013/3, Vysočany, 190 00 Prague 9, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 331933 (the "Supplier"), as a SaaS (Software as a Service) service, including related support and services.

The specific parameters of the service (in particular the scope/modules, term, price and number of reporting units) are agreed in the Online Services Agreement (the "Agreement").

The Agreement and its annexes form an integral part of the contractual relationship. In the event of any conflict, the specific provisions of the Agreement shall prevail over these Terms to the extent of any discrepancy.

The Supplier shall provide the service to the extent of the functionalities agreed in the Agreement. The Supplier shall make the platform available to the Client remotely via the Internet. The service constitutes an ongoing provision of access to software and not the delivery of a work.

Unless expressly agreed otherwise in the Agreement, the Client shall be entitled to use the service solely for its internal purposes.

The Supplier shall be entitled to continuously modify, update and develop the platform, in particular due to technological developments, security requirements, changes in the technologies used or service development, provided that this does not result in a material limitation of the overall functionality of the service agreed in the Agreement. The Client shall have no right to the preservation of any particular historical technical form, visual interface or individual features, unless expressly agreed otherwise in the Agreement.

The service is intended exclusively for entrepreneurs and legal entities. By entering into the Agreement, the Client represents that it enters into the Agreement in the course of its business activities. Consumer protection provisions shall not apply to the legal relationship.

The service may include basic support and implementation services agreed in the Agreement, in particular initial configuration of the platform settings and user training.

The Supplier shall not be liable for the Client's final outputs generated automatically through the platform. The software provides tools for data processing and reporting only and does not constitute legal, accounting or audit advice. This shall not affect the Supplier's liability for defects or incorrectness of the service caused by a breach of its obligations under the Agreement.

The Client shall be responsible for ensuring that the data entered into the platform are complete, accurate and up to date, and fully accepts the risk of inaccurate results if it provides incorrect or incomplete data.

The Client represents that it is entitled to enter and provide the data to the platform and that their use within the platform does not infringe the rights of any third party.

The Client shall provide the Supplier with all necessary cooperation and assistance (including assistance in resolving technical and security incidents, configuring access rights, etc.).

The Client undertakes not to use the platform in a manner that could overload, damage or compromise the stability or security of the Supplier's infrastructure (e.g. through automated scripts, bots for bulk data extraction without an API interface, or attempts to circumvent security measures). The Client shall not upload files containing malicious code, viruses or malware to the platform. A breach of this provision shall constitute a material breach of the Agreement giving the Supplier the right to immediately suspend the service.

The Client shall be responsible for all activities carried out through its user accounts. The Client shall ensure that its users protect their access credentials, do not share them with other persons and notify the Supplier without undue delay of any suspicion of unauthorised access to or misuse of an account.

The fees for use of the service and related services are set out in the Agreement or its annexes. Unless otherwise agreed, the service shall be invoiced annually in advance. The one-off fee for Implementation Services shall be invoiced upon execution of the Agreement. The annual subscription fee shall be invoiced no earlier than thirty (30) days before the Service Commencement Date.

Prices are exclusive of VAT, which shall be added at the statutory rate.

The terms for price adjustments (including the inflation adjustment clause) and invoice due dates are defined in the Agreement. Unless otherwise provided in the Agreement, invoices shall be due within 14 days of their delivery to the Client.

Any restriction or suspension of access to the platform for reasons attributable to the Client (in particular late payment or breach of security rules) shall not relieve the Client of its obligation to pay the agreed service fee for the entire period of such restriction or suspension.

If the Client is more than 14 days overdue with payment of a due and undisputed amount, the Supplier shall be entitled, following prior written notice and granting an additional period of at least five (5) business days, to restrict or completely suspend the Client's access to the platform until the outstanding amount has been paid in full.

The Client shall remain the holder of all rights to the data it uploads to the platform, to the extent that such rights vest in it. The Supplier shall process such data solely for the purpose of providing, maintaining and supporting the service and undertakes to keep such data confidential.

The Supplier shall be entitled to use anonymised and aggregated data derived from use of the platform for analytical and statistical purposes and for the purpose of improving its services.

To the extent that the Supplier processes personal data on behalf of the Client and in accordance with its instructions in the provision of the service, the Client shall act as controller and the Supplier as processor. The rights and obligations of the parties in such processing are governed by the Data Processing Agreement (DPA), which forms a separate annex to the Agreement. The processing of personal data carried out by the Supplier for its own purposes, in particular for invoicing, accounting, compliance with legal obligations and protection of its legitimate interests, shall be governed by applicable law and shall not be subject to the DPA.

The Supplier shall implement reasonable technical and organisational measures to ensure the security of the platform and protection of data in accordance with industry standards, in particular access rights management, security of storage and data transfers, regular backups, and prevention/detection of security incidents.

The platform is not designed to serve as a permanent data archive. The Client shall make and maintain its own independent and regular backups of data entered into or generated from the platform.

In the event of a security incident that may reasonably be expected to have a material impact on the Client's data, the Supplier shall inform the Client without undue delay after becoming aware of such incident, to the extent reasonable in the circumstances and based on the information available.

The Supplier shall be entitled to carry out scheduled technical maintenance of the platform, which may temporarily limit its availability. The specific level of support, service availability and SLA are specified in the Agreement.

The Supplier shall be entitled to use third parties in providing the service, in particular providers of cloud infrastructure, hosting, security, communications and support services. The Supplier shall be responsible for their activities as if it provided the service itself. Where such providers are sub-processors of personal data, the provisions of the DPA shall apply.

The platform, software code, interfaces, calculation methodologies and all components thereof are the exclusive intellectual property of the Supplier.

For the duration of the contractual relationship, the Client shall be granted a non-exclusive, non-transferable, territorially limited and time-limited right (licence) to use the platform to the extent and for the purposes specified in the Agreement.

The Client shall not copy, modify, decompile, make available to third parties, sublicense or lease the platform or any part thereof, or otherwise interfere with its functionality without authorisation, unless expressly agreed otherwise in writing.

During the term of the Agreement and to the extent necessary for its legitimate business purposes, the Client shall be entitled to use the outputs created through the platform. This shall not grant the Client any rights to the software itself, source code, databases, methodologies, algorithms or any other intellectual property of the Supplier that forms part of or underlies such outputs.

Unless expressly agreed otherwise in the Agreement, the platform is provided to the extent of the functionalities agreed in the Agreement without any warranty of absolute error-free operation or uninterrupted availability. The Supplier does not warrant that the platform will operate without any interruption, defect or limitation across all possible combinations of devices, operating systems, browsers, integration interfaces or input data.

The Supplier shall not be liable for the accuracy, completeness or currency of outputs where they are based on data provided by the Client, nor for the manner in which such outputs are subsequently used or interpreted by the Client. The Client shall bear sole responsibility for decisions and consequences of actions taken on the basis of the platform outputs.

The Supplier shall not be liable for damage caused by inaccuracies in input data obtained from international emissions factor databases.

Unless otherwise agreed in the Agreement, the Supplier's total aggregate liability for loss or damage arising in connection with the Agreement shall be limited to an amount equal to 100% of the service fees actually paid by the Client for the twelve (12) months immediately preceding the occurrence of the loss or damage. The Supplier shall in no event be liable for the Client's loss of profit, indirect or consequential damages. These limitations shall not apply to loss or damage caused intentionally or by gross negligence, nor to any other extent to which their application is excluded by mandatory provisions of applicable law.

The Client's rights under the Agreement or these Terms shall become time-barred six (6) months from the date on which the relevant rights could first have been exercised, unless mandatory law provides otherwise.

The term of the contractual relationship, the conditions for its automatic renewal and the notice periods shall be governed in full by the provisions of the Agreement.

Following termination of the Agreement, the Client shall have the right to export its historical data from the platform for a period of 1 month. After expiry of this period, the Supplier shall be entitled to fully anonymise or delete the data in the platform without further notice. Non-standard or assisted data export may be subject to a fee in accordance with the Supplier's current price list.

The Supplier shall be entitled, to the extent necessary, to restrict or suspend the Client's or its users' access to the platform if necessary to protect the security, integrity or availability of the platform, other clients' data or the Supplier's infrastructure, in particular in the event of suspected unauthorised access, account misuse, breach of licence restrictions or any other material breach of these Terms. The Supplier shall inform the Client of such measure without undue delay to the extent reasonable in the circumstances and shall limit it to the period and scope necessary to remedy the reason for the suspension.

The legal relationship between the Supplier and the Client shall be governed by the laws of the Czech Republic. All disputes arising out of or in connection with the Agreement or these Terms shall be decided by the competent courts of the Czech Republic, with the courts in Prague having territorial jurisdiction.

The Supplier shall be entitled to unilaterally amend these Terms to a reasonable extent (in particular due to legislative changes, technological development of the platform or changes in operating conditions). The Supplier shall notify the Client of any amendment to the Terms electronically at least 30 days before the effective date of the new version. If the Client does not agree with the amendment, it shall be entitled to terminate the Agreement in writing for this reason no later than the effective date of the new version of the Terms, with a notice period of 30 days from delivery of the termination notice. In the event of termination due to disagreement with an amendment to the Terms, the previous version of the Terms shall apply during the notice period. If the Client does not terminate the Agreement within this period, it shall be deemed to have agreed to the new version of the Terms.

An amendment to the Terms may not change the individually agreed price, the term of the Agreement or any other individually agreed commercial terms.

If any provision of these Terms or the Agreement becomes invalid, ineffective or unenforceable, this shall not affect the validity and effectiveness of the remaining provisions. The parties undertake to replace such invalid provision with a valid provision that most closely corresponds to the purpose of the original provision in economic and legal terms.

The Supplier shall not be liable for any breach or delay in the performance of its obligations if caused by a force majeure event that it could not reasonably have foreseen, prevented or overcome despite reasonable efforts, including an outage of a third-party service, cloud infrastructure or public communications network beyond the Supplier's reasonable control, a large-scale cyberattack by a third party, power outage, natural disaster, war, civil unrest or a decision of a public authority.

The Client may provide the Supplier with proposals, comments, suggestions or other feedback concerning the platform. The Supplier shall be entitled to use such feedback free of charge for the development, maintenance and improvement of its services without thereby granting the Client any rights to the platform or its intellectual property.

The Client shall not assign or transfer its rights or obligations under the Agreement without the Supplier's prior written consent, except for a transfer within a group of companies or in connection with a transfer of the business or part thereof, provided that this does not disproportionately prejudice the Supplier's rights. The Supplier shall be entitled to assign the Agreement to a person acquiring the business or part thereof related to the provision of the platform.

These Terms shall enter into force on 1 September 2026.